Item 7.01. Regulation FD Disclosure

On August 23, 2021, Wheeler Real Estate Investment Trust, Inc. (the "Company") issued a press release announcing that on Wednesday, November 3, 2021 it will hold a special meeting of its stockholders to amend the terms of the Company's Series A Preferred Stock (the "Series A Preferred Stock") and Series B Convertible Preferred Stock (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock") so that dividends on the Preferred Stock are non-cumulative and will be paid only when, as and if declared by the Company's Board of Directors.

Common stockholders of record as of the close of business on Wednesday, September 22, 2021 (the "Record Date") will be entitled to vote at the special meeting.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.

99.1            Wheeler Real Estate Investment Trust, Inc. Press Release, dated
              August 23, 2021.




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